retailer terms and conditions for electric …...article 19 – notice ... equipment, mechanical...

RETAILER TERMS AND CONDITIONS

FOR

ELECTRIC DISTRIBUTION SERVICE

Effective August 1, 2020 Decision 25625-D01-2020

Supersedes January 1, 2020 Decision 24881-D01-2019

Page: 1

Effective: 2020-08-01

Supersedes: 2020-01-01

AUC Decision 25625-D01-2020 Retailer Terms and Conditions for Electric Distribution Service

TABLE OF CONTENTS

ARTICLE 1 – PREAMBLE ........................................................................................................... 4

ARTICLE 2 – DEFINITIONS AND INTERPRETATION ............................................................... 5

2.1 Definitions ...................................................................................................................................... 5 2.2 Conflicts ....................................................................................................................................... 10 2.3 Headings ..................................................................................................................................... 10 2.4 Schedules and Appendices ......................................................................................................... 10

ARTICLE 3 – GENERAL PROVISIONS .................................................................................... 11

3.1 Commission Approval ................................................................................................................. 11 3.2 Distribution Tariff ......................................................................................................................... 11 3.3 Effective Date .............................................................................................................................. 11 3.4 Terms and Conditions Prevail ..................................................................................................... 11 3.5 Retailer Guide ............................................................................................................................. 12 3.6 Ownership of Facilities ................................................................................................................ 12 3.7 New Facilities and Service Additions .......................................................................................... 12

ARTICLE 4 – GENERAL OBLIGATIONS OF RETAILERS....................................................... 13

4.1 Timeliness, Due Diligence and Security Requirements .............................................................. 13 4.2 Arrangements with Customers .................................................................................................... 13 4.3 Responsibility for Electric Purchases .......................................................................................... 13 4.4 Retailer Authorization .................................................................................................................. 14 4.5 Retailer Identification ................................................................................................................... 14 4.6 Single Retailer for Customer ....................................................................................................... 14 4.7 Fees and Other Charges ............................................................................................................. 14

ARTICLE 5 – CUSTOMER INQUIRIES AND CUSTOMER INFORMATION ............................. 14

5.1 Customer Inquiries ...................................................................................................................... 14 5.2 Customer Inquiries Related to Emergency Situations and Outages ........................................... 15 5.3 Customer Information .................................................................................................................. 15

5.3.1 Provision of Customer Information to a Retailer................................................................................. 15 5.3.2 Provision of Customer Information to the Company ........................................................................... 15

ARTICLE 6 – PROVISION OF SERVICE ................................................................................... 16

6.1 Qualification for Service .............................................................................................................. 16 6.2 Application for Site Enrollment .................................................................................................... 17

ARTICLE 7 – BILLING & PAYMENT ......................................................................................... 19

7.1 Retail Billing ................................................................................................................................. 19 7.2 Payment and Collection Terms ................................................................................................... 20 7.3 Late or Unpaid Bills ..................................................................................................................... 20 7.4 Adjustment of Bills ....................................................................................................................... 21

7.4.1 Billing Error ........................................................................................................................................ 21 7.4.2 Unauthorized Use .............................................................................................................................. 22

7.5 Cessation of Distribution Tariff charges relating to Oil and Gas Service .................................... 22

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ARTICLE 8 – ELECTRIC DISTRIBUTION SERVICE INTERRUPTION .................................... 23

8.1 Continuous Supply ...................................................................................................................... 23 8.2 Interruption .................................................................................................................................. 23 8.3 Reasonable Efforts ...................................................................................................................... 23

ARTICLE 9 – DISCONTINUANCE OF ELECTRIC DISTRIBUTION SERVICE ......................... 24

9.1 Discontinuance by the Retailer ................................................................................................... 24 9.2 Discontinuance by the Company ................................................................................................ 25

ARTICLE 10 – SERVICE DISCONNECTS AND RECONNECT ................................................ 26

10.1 Disconnection of Service ............................................................................................................. 26 10.1.1 Disconnection by the Company ......................................................................................................... 26 10.1.2 Disconnection at Request of Retailer ................................................................................................. 26 10.1.3 Disconnection at Request of Customer .............................................................................................. 27 10.1.4 Permanent Disconnection .................................................................................................................. 28

10.2 Reconnect Service ...................................................................................................................... 28

ARTICLE 11 – PRUDENTIAL REQUIREMENTS ...................................................................... 29

11.1 Setting of Prudential Requirements ............................................................................................ 29 11.2 Maintaining Prudential Requirements ......................................................................................... 30 11.3 Confidentiality .............................................................................................................................. 32 11.4 Costs ........................................................................................................................................... 32 11.5 Interest on Security Deposits ...................................................................................................... 33 11.6 Letter of Credit Default ................................................................................................................ 33

ARTICLE 12 – METERING ........................................................................................................ 33

12.1 Provision and Ownership ............................................................................................................ 33 12.2 Meter Reading ............................................................................................................................. 34 12.3 Changes to Metering Equipment ................................................................................................. 34 12.4 Meter Test and Adjustments ....................................................................................................... 35

ARTICLE 13 – LOAD SETTLEMENT ........................................................................................ 36

13.1 Request for Additional Information .............................................................................................. 36 13.2 Liability ........................................................................................................................................ 36

ARTICLE 14 – DEFAULT ........................................................................................................... 36

14.1 Events of Default ......................................................................................................................... 36 14.2 Rights Upon Default .................................................................................................................... 37 14.3 Recourse to Security Upon Retailer Default ............................................................................... 37

ARTICLE 15 – LIABILITY AND INDEMNITY ............................................................................. 38

15.1 Indemnity ..................................................................................................................................... 38 15.2 Consequential Loss ..................................................................................................................... 40 15.3 Release ....................................................................................................................................... 41 15.4 The Company Not Liable to Customer ........................................................................................ 41

ARTICLE 16 – FORCE MAJEURE ............................................................................................ 42

16.1 Force Majeure Relief ................................................................................................................... 42

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16.2 Exclusions ................................................................................................................................... 42 16.3 Notice .......................................................................................................................................... 42 16.4 Obligation to Remedy .................................................................................................................. 42 16.5 Strikes and Lockouts ................................................................................................................... 42

ARTICLE 17 – DISPUTE RESOLUTION ................................................................................... 43

17.1 Resolution by Company and Retailer ......................................................................................... 43 17.2 Resolution by Arbitration ............................................................................................................. 43 17.3 Arbitrators .................................................................................................................................... 43 17.4 Failure to Concur ......................................................................................................................... 44 17.5 Refusal to Appoint an Arbitrator .................................................................................................. 44 17.6 Failure to Appoint a Third Arbitrator ............................................................................................ 44 17.7 Technical Competence ............................................................................................................... 44 17.8 Compensation of Arbitrators ....................................................................................................... 45 17.9 Application of the Arbitration Act (Alberta) .................................................................................. 45 17.10 Decisions Binding ........................................................................................................................ 45 17.11 Continuity of Service ................................................................................................................... 45

ARTICLE 18 – MISCELLANEOUS ............................................................................................ 45

18.1 Independent System Operator or Transmission Facility Owner Requirements .......................... 45 18.2 Compliance with Applicable Legal Authorities ............................................................................ 46 18.3 No Assignment ............................................................................................................................ 46 18.4 No Waiver .................................................................................................................................... 46 18.5 Law .............................................................................................................................................. 47 18.6 Invalidity of Contractual Provisions ............................................................................................. 47

ARTICLE 19 – NOTICE .............................................................................................................. 47

SCHEDULE A – RETAIL SERVICE AGREEMENT ................................................................... 49

SCHEDULE B – DISCONNECT CUSTOMER SITE ................................................................. 53

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ARTICLE 1 – PREAMBLE

In accordance with the provisions of the Electric Utilities Act ("the Act") and the Regulations made

thereunder ("Regulations"), ATCO Electric Ltd. ("ATCO Electric") will, for certain Customers, act

solely as a wire services provider which will not be responsible for providing electricity directly to

these end-use Customers. In its role as a wire service provider ATCO Electric will enable

Retailers to acquire access to its electric distribution system for the purposes of allowing them to

sell electricity directly to end-use Customers. An end-use Customer may also act as a Self-

Retailer by carrying out retailer functions to obtain Electricity Services solely for its own use.

These Terms and Conditions, known as the “Retailer Terms and Conditions for Electric

Distribution Service”, are intended to apply to the relationship between ATCO Electric, as a wire

services provider, and all Retailers or any party who will be acting as an Agent on behalf of the

Retailer for transactions, including, but not limited to, retail billing and load settlement. These

Terms and Conditions will also govern the relationship between ATCO Electric and Customer(s)

for whom the Retailer or any another party is acting as an Agent in its dealings with ATCO Electric.

These Terms and Conditions serve as a companion to the Customer Terms and Conditions for

Electric Distribution Service, which are intended to govern the relationship between ATCO Electric

and Customer(s), or any other person the Customer has assigned to act on its behalf in its

dealings with ATCO Electric regarding the provision of wire service on its electric distribution

system.

These Terms and Conditions outline the rules that Retailers and Agents must follow to engage in

Retailer transactions with the Company.

The service provided by ATCO Electric hereunder is regulated by the Alberta Utilities Commission

("AUC”), and parties having any inquiries or complaints regarding these Terms and Conditions

may direct such inquiries or complaints directly to ATCO Electric or to the AUC. These Terms

and Conditions have been approved by the AUC.

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ARTICLE 2 – DEFINITIONS AND INTERPRETATION

2.1 Definitions

The following words and phrases, whenever used in these Terms and Conditions or a

Retail Service Agreement, shall have the meanings set forth below:

"Act" means the Electric Utilities Act, S.A. 2003, c. E-5.1, as amended from time to time;

"Agent" means a person who deals and performs functions including, but not limited to,

retailer transactions with the Company on behalf of a Self-Retailer or Retailer;

"AUC Rule 021" means the specifications, standards, methods, calculations and

conventions established under the AUC Settlement System Code, Rule 021, as amended

or replaced from time to time;

"Business Day" means a business day is any day other than Saturday, Sunday or a holiday

as defined in the Interpretation Act.

"Consumer Protection Act" means the Consumer Protection Act, R.S.A. 2000, c.C-26.3,

as amended from time to time;

"Commission" or "AUC" means the Alberta Utilities Commission established under the

Alberta Utilities Commission Act, as amended from time to time;

"Company" means ATCO Electric Ltd. or its successor;

“Credit Rating” shall mean, with respect to a Retailer on any date of determination, (1) the

respective rating then assigned to its issuer rating or unsecured and senior, long-term

indebtedness (not supported by third party credit enhancement) by S&P, DBRS or

Moody's or (2) the issuer rating by S&P, DBRS or Moody's. In the event of a split rating

the lower shall prevail;

"Customer" means a person purchasing electricity for that person's own use from a

Retailer;

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“Customer Information” means the data specified in AUC Rule 021 and other information,

including safety related information, required to provide safe electric service to Customers;

“Customer Terms and Conditions for Electric Distribution Service” means the new title of

the document formerly known as the Terms and Conditions for Distribution Service

Connections. Where reference is made to the Terms and Conditions for Distribution

Service Connections in any prior Proposal Letter, Electric Service Agreement, or other

agreement, it shall be deemed to be a reference to the Customer Terms and Conditions

for Electric Distribution Service, as amended from time to time.

"Customer Usage Information" means information regarding the historical electricity

consumption of a Customer and includes:

• Site ID;

• Read Date;

• Net Measured Energy (kW.h); and if available

• Net Measured Demand (kW); and

• Net Measured Demand (kV.A).

“DBRS” Dominion Bond Rating Service, or its successor;

“Default Supplier” means a Retailer appointed pursuant to Section 3 of the RRR

Regulation;

"Distribution Tariff" means a distribution tariff prepared by the Company and approved by

the Commission in accordance with the Act, which consists of the Price Schedules and

the Terms and Conditions, as amended or replaced from time to time;

“Electric Distribution Service” means the service required to transport electricity by means

of an electric distribution system as defined in the Act. The term Electric Distribution

Service is to replace any reference to Distribution Service Connections or Distribution

Access Service which terms were previously used by the Company in prior Proposal

Letters, Electric Service Agreements or other agreements;

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"Electric Service Agreement" means an agreement for the provision of a Service

Connection pursuant to the Customer Terms and Conditions, between the Company and

a Customer. If no Electric Service Agreement has been signed, a Proposal Letter will be

considered an Electric Service Agreement for the purposes of these Terms and

Conditions;

"Electricity Services" means the services associated with providing electricity to a person,

including the exchange of electric energy, making financial arrangements to manage

financial risk associated with the pool price, Electric Distribution Service, System Access

Service, ancillary services, billing, metering, performing load settlement, and any other

services specified in the regulations made by the Minister under Section 115 of the Act;

"Facilities" means a physical plant (including, without limitation, transmission and

distribution lines, transformers, meters, equipment and machinery);

"Force Majeure" means circumstances not reasonably within the control of the Company,

including acts of God, strikes, lockouts or other industrial disturbances, acts of the public

enemy, wars, blockades, insurrections, riots, pandemics, epidemics, landslides, lightning,

earthquakes, fires, storms, floods, high water, washouts, inclement weather, orders or acts

of civil or military authorities, civil disturbances, explosions, breakdown or accident to

equipment, mechanical breakdowns, temporary failures of electric supply, the intervention

of federal, provincial, state or local government or from any of their agencies or boards

excluding Decisions and/or Orders made by the AUC in the normal course of it exercising

its authority to establish the revenue requirement of the parties to this agreement, the

order or direction of any court, and any other cause, whether of the kind herein

enumerated or otherwise;

“Independent System Operator” or “ISO” means the corporation established pursuant to

Section 7 of the Act and currently operating under the name of “Alberta Electric System

Operator” or “AESO”;

“Letter of Commitment” means an agreement to cover capital and other expenditures

made by the Company for the provision of a Service Connection early in the project life

cycle and before a Backout Electric Service Agreement is completed;

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“Moody’s” shall mean Moody’s Investor Services, Inc., or its successor;

"Point of Service" means the point at which the Company's service conductors are

connected to the conductors or apparatus of a Customer;

"Power Pool" means the scheme operated by the Independent System Operator under

the Act for exchange of Energy and financial settlement for the exchange of Energy; Act;

“Price Schedules” means that portion of the Company’s Distribution Tariff which sets out

charges including rates, options, and riders schedules;

“Proposal Letter” means a letter prepared by the Company outlining the technical

parameters, the costs, and the commercial arrangements in response to a Customer’s

application for a new extension. If no Electric Service Agreement has been signed, a

Proposal Letter will be considered an Electric Service Agreement for the purposes of these

Terms and Conditions;

“Qualified Institution” means a Schedule I Chartered Bank in Canada, a major U.S.

commercial bank, or a foreign bank with a U.S. or Canadian branch office which is not the

Retailer (or a subsidiary or affiliate of the Retailer) having assets of at least CAD 10 billion

and with a Credit Rating of a least “A” by S&P (or an equivalent rating by a comparable

credit rating service);

"RRR Regulation" means the Roles, Relationships and Responsibilities Regulation, A.R.

169/2003, as amended from time to time;

“Regulated Rate Option Provider” means the party authorized by ATCO Electric to provide

electricity services to eligible customers in the ATCO Electric service area under a

regulated rate tariff;

"Retail Service Agreement" means an agreement for the provision of Electric Distribution

Service pursuant to these Terms and Conditions between the Company and a Retailer, in

the form attached as Schedule A hereto;

"Retailer" means a person who sells or provides retail Electricity Services and includes an

affiliated retailer;

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"Retailer Business Function Identification" means the two (2) character identification as

identified in AUC Rule 021;

“Retailer Business Number” means the nine (9) digit number used to uniquely identify each

person entering into a Retail Service Agreement with the Company. The Canada Customs

and Revenue Agency business number will be used as the Retailer Business Number;

“Retailer Guide” means the guide prepared by the Company which describes the business

processes for the transactions between the Company and the Retailer in relation to the

provision of Service under these Terms and Conditions;

"Retailer Identification" means the number assigned by the ISO to a Retailer who has

identified a Site or a number of Sites to be enrolled under the same Retailer Identification;

"Retailer of Record" means the Retailer who is listed in the Company’s records through

the procedures outlined in these Terms and Conditions, and thereby recognized by the

Company and AUC Rule 021, as a particular Customer’s Retailer for a Point of Service at

a particular time;

“Rural Lands” means a parcel of land which is situated outside the boundaries of a city,

town, village, summer village or a specialized municipality;

“S&P” means Standard & Poor’s Financial Services LLC, or its successor;

"Self-Retailer" means a person, carrying out Retailer functions to obtain Electricity

Services solely for its own use;

"Site" means a unique end-use Point of Service, being the finest level at which settlement

recognizes retailer assignments, and receives consumption data;

"Site ID" means a unique identification number assigned by the Company for each unique

end-use Point of Service;

“System Access Service” means the service obtained by market participants through a

connection to the transmission system, and includes access to exchange electric energy

and ancillary services as per the Act;

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“Tariff Billing Code” refers to the Alberta Tariff Billing Code Rules (AUC Rule 004),

established by the AUC as amended from time to time;

"Terms and Conditions” means these Retailer Terms and Conditions for Electric

Distribution Service, which were formerly known as the Terms and Conditions for

Distribution Access Service. Where reference is made to the Terms and Conditions for

Distribution Access Service in any prior Proposal Letter, Electric Service Agreement, or

other agreement, it shall be deemed to be a reference to these Retailer Terms and

Conditions for Electric Distribution Service, as amended from time to time;

“Transmission Facility Owner” or “TFO” means the owner of a transmission facility, as

defined in the Act.

2.2 Conflicts

(a) If there is any conflict between a provision expressly set out in an Order of the

Commission and these Terms and Conditions, the Order of the Commission shall

govern.

(b) If there is any conflict between a provision expressly set out in these Terms and

Conditions, as may be amended from time to time, and a Retail Service

Agreement, the express provision of these Terms and Conditions shall govern, as

of their effective date.

2.3 Headings

The division of these Terms and Conditions into sections, subsections and other

subdivisions and the insertion of headings are for convenience of reference only and shall

not affect the construction or interpretation of these Terms and Conditions.

2.4 Schedules and Appendices

The following schedules and appendices are attached to and form part of these Terms and

Conditions:

• Schedule A – Retail Service Agreement

• Schedule B – Disconnect Customer Site

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• Schedule of Supplementary Service Charges (available at atco.com)

ARTICLE 3 – GENERAL PROVISIONS

3.1 Commission Approval

These Terms and Conditions have been approved by the Commission. The Company may

amend these Terms and Conditions by filing a notice of amendment with the Commission.

Included in the notice to the Commission shall be notification of which Retailers are

affected by the amendment and an explanation of how affected Retailers will be notified

of the amendments. The amendment will take effect sixty (60) days after such notice is

filed, unless the Commission otherwise directs.

3.2 Distribution Tariff

The Company's Electric Distribution Tariff is available for public inspection during normal

business hours at the business offices of the Company and at the offices of the

Commission and can be accessed at atco.com. These Terms and Conditions form part

of the Distribution Tariff and are established pursuant to Section 2 of the Distribution Tariff

Regulation, A.R. 162/2003.

3.3 Effective Date

These Terms and Conditions are in effect as of the indicated effective date. Whenever

the Company files notice of an amendment to these Terms and Conditions, or when the

Commission approves an amendment to these Terms and Conditions, revisions will be

issued, with the effective date of the amendments indicated thereon.

3.4 Terms and Conditions Prevail

(a) These Terms and Conditions, as amended from time to time, apply to the

Company and to each Retailer. These Terms and Conditions also govern the

relationship between the Company and Customer(s) for whom the Retailer is

acting as an Agent in its dealings with ATCO Electric.

(b) These Terms and Conditions also apply to any party appointed as Agent for a

Retailer pursuant to an executed Agency Appointment Agreement, as set out in

the Retailer Guide.

https://www.atco.com/en-ca.html


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(c) No agreement can provide for the waiver or alteration of any part of these

Terms and Conditions unless such agreement is first filed with and approved by

the Commission.

3.5 Retailer Guide

The Company has developed the Retailer Guide to help Retailers and Customers

understand the normal practices of the Company. In addition, the Retailer Guide includes

agreements and forms applicable to retailer qualification and business processes. The

Retailer Guide is available on the Company website at atco.com. The Retailer Guide will

be updated, from time to time, to reflect changes to the electric utility industry, or the

changing needs of the Retailers or Customers. The Company is committed to follow

practices in the Retailer Guide. However, as these practices will likely not cover every

situation that arises, it may be necessary to deviate from the Retailer Guide in certain

circumstances.

3.6 Ownership of Facilities

(a) The Company remains the owner of all Facilities necessary to provide Electric

Distribution Service, unless an agreement between the Company and the Retailer

or Customer specifically provides otherwise.

(b) Payment made by Retailers or Customers for costs incurred by the Company in

installing Facilities does not entitle Retailers or Customers to ownership of any

such Facilities or any intellectual property, engineering, design, or other

information or data, or any other rights relating to or in respect to such Facilities

unless an agreement between the Company and the Customer specifically

provides otherwise.

3.7 New Facilities and Service Additions

The Company reserves the right to communicate directly with the Customer in respect of

any requests made by the Customer, or a party acting on its behalf, for the construction

of new facilities or additional services as provided for in the Billing Regulation,

A.R. 159/2003, as may be amended from time to time. The Company reserves the right

to charge the Customer directly for any amounts required to be provided by the Customer


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under the Customer Terms and Conditions for Electric Distribution Service. Retailers shall

refer to the Company's Customer Guide to New Extensions (available at

atco.com/CustomerGuideNewExtensions) for details of the requirements with respect to

new facilities and service additions.

ARTICLE 4 – GENERAL OBLIGATIONS OF RETAILERS

4.1 Timeliness, Due Diligence and Security Requirements

(a) The Retailer shall exercise due diligence and use reasonable efforts in meeting its

obligations hereunder, and perform same in a timely manner.

(b) The Retailer shall adhere to all credit, deposit and security requirements specified

in these Terms and Conditions.

(c) The Retailer shall make every effort to ensure that its Customers are aware of the

provisions of these Terms and Conditions that may affect the Customer(s).

4.2 Arrangements with Customers

Unless otherwise stated herein, the Retailer shall be solely responsible for having

appropriate contractual or other arrangements with Customer(s) necessary to provide

service to Customers. The Company shall not be responsible for monitoring, reviewing or

enforcing such contracts or arrangements and shall not be liable for any loss, damages,

cost, injury, expense or other liability, whether direct, indirect, consequential or special in

nature, howsoever caused, as a result of the Retailer's failure to perform its obligations to

its Customer(s).

4.3 Responsibility for Electric Purchases

The Retailer will be solely responsible for the purchase of electricity from the Power Pool

and for arranging the delivery of such electricity to the Point of Service for Customers,

subject to these Terms and Conditions.

https://www.atco.com/en-ca/for-home/electricity/our-services/new-connections-changes.html

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4.4 Retailer Authorization

The Retailer shall be responsible for obtaining authorization from each Customer

authorizing the enrollment of the Customer for receipt of Electric Distribution Service by

such Retailer.

4.5 Retailer Identification

Any information exchange or communications between the Retailer and the Company

under these Terms and Conditions shall employ a Retailer Identification number as set

out in the AUC Rule 021.

4.6 Single Retailer for Customer

The Company shall not be required to recognize and deal with more than one Retailer in

respect of a Point of Service at any given time. Nothing in these Terms and Conditions

shall prohibit a Customer from entering into arrangements with multiple Retailers for a

Distribution Point of Service, provided that a single Retailer is designated to be the

Customer's Retailer for the purposes of these Terms and Conditions.

4.7 Fees and Other Charges

The Company will provide all standard services hereunder pursuant to the Distribution

Tariff. All additional and supplementary services provided by the Company to a Retailer

will be charged a separate rate or fee, such as those included, without limitation, in the

Schedule of Supplementary Service Charges. Payment for these services shall be in

accordance with the provisions of these Terms and Conditions.

ARTICLE 5 – CUSTOMER INQUIRIES AND CUSTOMER INFORMATION

5.1 Customer Inquiries

For Customers requesting information on Retailers, the Company will make available the

following information:

(a) notification and informational materials to consumers about competition and

consumer choices;

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(b) direct Customers, on request, to a source where they may obtain the current list of

licensed Retailers operating in accordance with the Consumer Protection Act. The

Company is under no obligation to ensure the accuracy of this list.

5.2 Customer Inquiries Related to Emergency Situations and Outages

Retailers shall make every effort to ensure Customers contacting the Retailer regarding

distribution emergency conditions, outages, safety or environment situations related to the

Company's distribution system are referred directly to the Company immediately. The

Company reserves the right, without providing notice to the Retailer, to test or audit the

response time of the Retailer. The Company will communicate any unacceptable patterns

to the Retailer to be corrected.

5.3 Customer Information

5.3.1 Provision of Customer Information to a Retailer

The provision of historical usage information to Retailers and the Default Supplier

will be in accordance with the AUC Rule 010 “Rules on Standards for Requesting

and Exchanging Site-Specific Historic Usage Information for Retail Electricity and

Natural Gas Markets.”

5.3.2 Provision of Customer Information to the Company

The Retailer must promptly notify the Company of any changes to Customer

Information, as the Company relies on this information to reasonably perform its

Electric Distribution Service obligations to Customers. Such information shall be

provided in a form described in the AUC Rule 021. The Company shall not be

liable for any loss, damages, cost, injury, expense or other liability, whether direct,

indirect, consequential or special in nature, howsoever caused, as a result of the

Retailer’s failure to provide up-to-date and accurate Customer Information to the

Company. The Company reserves the right to assess a charge to recover the

costs incurred by the Company for additional work undertaken by the Company as

a result of inaccurate Customer Information provided by the Retailer.

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ARTICLE 6 – PROVISION OF SERVICE

6.1 Qualification for Service

The Retailer must fulfill the following requirements to the satisfaction of the Company

before the Company will provide Electric Distribution Service for that Retailer. The Retailer

must:

(a) submit to the Company a fully completed, executed Retail Service Agreement and

a Retailer of Record and Credit Application Form as set out in the Retailer Guide;

(b) (i) for Retailers providing service to Customers whose annual consumption is

below 250,000 kWh, furnish a certified copy of the license issued to it and

warrant in writing to the Company that it is licensed pursuant to and will

comply with the provisions of the Consumer Protection Act, and any

regulations or policies made thereunder;

(ii) for Retailers providing service to Customers whose annual consumption

exceeds 250,000 kWh, warrant in writing to the Company that it will comply

with the provisions of the Consumer Protection Act, and any regulations or

policies made thereunder;

(c) with the exception of the Retailer for whom the Company has made arrangements

to provide the regulated rate tariff, must satisfy the credit requirements of the

Company as set forth in Article 11 hereof;

(d) warrant in writing to the Company that it will comply with the guidelines established

in the AUC Rule 021;

(e) meet the compliance testing protocol of the Company in respect of information

exchange, which protocol is set forth in the Retailer Guide;

(f) warrant in writing to the Company that it has been qualified by the Power Pool as

a participant therein, and can receive electricity from the Power Pool; and

(g) meet any other requirements that the Company, acting reasonably, may impose in

order to provide Electric Distribution Service hereunder to the Retailer. If the

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Company determines that a Retailer must satisfy additional requirements in order

to qualify for Electric Distribution Service, the following process will apply:

(i) where the Company is confronted with a situation which would likely

materially alter the risk to the Company, or in order to comply with

applicable legislation, the Company may implement the additional

requirement and then apply to the Commission for approval of same; or,

(ii) where the Company is not confronted with the circumstances outlined in

(i), above, the Company shall apply to the Commission for approval of the

proposed additional requirement prior to implementing same.

Upon satisfaction of the above requirements, the Company will provide Electric

Distribution Service to the Retailer, subject to these Terms and Conditions set out herein.

Subject to complying with all applicable laws, and the directions or requirements of any of

the entities mentioned above, the Company reserves the right, acting reasonably, to

discontinue Electric Distribution Service to the Retailer if at any time the Retailer no longer

fulfills the above requirements upon giving the Retailer ten (10) Business Days’ notice or

such lesser notice period expressly set out in Articles 7.3 and Article 11.2(d).

6.2 Application for Site Enrollment

(a) In order to initiate the provision of Electric Distribution Service by the Company,

the Retailer shall complete and provide to the Company an enrollment for Electric

Distribution Service in the form and manner set out in the Retailer Guide and in

compliance with AUC Rule 021. The Retailer shall provide updated Customer

Information with each application for Site enrollment where applicable.

(b) The Company will, subject to the Retailer meeting the provisions of these

Terms and Conditions, accept an enrollment by a Retailer for provision of Electric

Distribution Service hereunder. The Company reserves the right to verify the

identity of the Customer and the accuracy of the Customer Information.

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(c) Upon receipt of a valid enrollment from a Retailer in the form and manner set out

in AUC Rule 021, the Company will recognize the Retailer as the Retailer of Record

for that particular Site.

(d) Enrollments will be processed for Retailers by the Company on a first-come, first-

served basis, followed by the Default Supplier at the end of business day. Each

enrollment will be time and date-stamped when received by the Company

(e) Once the enrollment is submitted, the Company will provide the Retailer, in

accordance with AUC Rule 021, a status notification informing the Retailer whether

the enrollment has been accepted or rejected.

(f) In accordance with Article 12 of these Terms and Conditions, the Company will

obtain meter reads from time to time. If the Company does not obtain an actual

read at the time of the enrollment, de-enrollment or customer move in and out; the

Company will estimate a meter read. At the request of the Retailer, or with the

Retailer's consent, the Company shall obtain an actual off-cycle meter read and

assess a charge to the Retailer as set forth in the Schedule of Supplementary

Service Charges.

(g) If a Retailer finds that it has enrolled an incorrect Site, that Retailer shall notify the

Company as soon as reasonably possible. Upon receiving notice from the

Retailer, the Company will notify the previous Retailer to enroll the Site. The

Company may assess a charge for processing an enrollment under this section as

set forth in the Schedule of Supplementary Service Charges.

(h) If the Company determines that the Site (Customer) who has been enrolled with

the Retailer is indebted to the Company, the Company reserves the right to

disconnect electric service to that Customer as set forth in Article 10 hereof.

(i) The Retailer will not be liable to the Company for any outstanding indebtedness of

the Customer to the Company, which accrued prior to the receipt by the Retailer

of Electric Distribution Service hereunder.

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(j) The Company may assess a charge for processing an enrollment as set forth in

the Schedule of Supplementary Service Charges.

ARTICLE 7 – BILLING & PAYMENT

7.1 Retail Billing

The Company will bill the Retailer for Electric Distribution Services provided to the Retailer

in accordance with the billing procedures set out as follows:

(a) The Company will invoice the Retailer each billing cycle for Electric Distribution

Service provided by the Company for the period prior to the billing cycle. The

Company will bill the Retailer off-cycle as per the AUC Rule 004 as required from

time to time.

(b) The Company will not assume any billing or collection obligations or

responsibilities for or on behalf of the Retailer. The Retailer shall process

Customer payments and handle collection responsibilities. The Company may, at

its sole discretion and in addition to any other remedies available to it, restrict

enrollment or terminate Electric Distribution Service to the Retailer, if such Retailer

does not pay all outstanding bills in accordance with these Terms and Conditions.

(c) The Company reserves the right to bill the Customer directly for any amounts

required to be provided by the Customer under the Customer Terms and

Conditions for Electric Distribution Service. The Retailer shall refer to the

Customer Guide to New Extensions (available at

atco.com/CustomerGuideNewExtensions) or the Customer Terms and Conditions

for Electric Distribution Service with respect to these services.

(d) Retailers or any party acting as an Agent on behalf of Retailers are required to

provide Customers with notification of a Company distribution rate change in the

billing envelope, or through the electronic billing and payment process, that

accompanies the first charge to the Customer at the new rate.

https://www.atco.com/en-ca/for-home/electricity/our-services/new-connections-changes.html

Page: 20




7.2 Payment and Collection Terms

(a) The Retailer shall pay to the Company, on or before the 11th Business Day

following the Business Day on which the Retailer was invoiced, the amount

invoiced by the Company for the preceding period.

(b) The Company will establish an electronic billing and payment procedure for the

payment of services hereunder. Notwithstanding, the Company will accept

payment by cash or certified cheque if agreed to by the Company.

(c) The Company has established two electronic billing options for Retailers electing

to send and receive payments electronically. The Preauthorized Payment

Agreement ("Authorization") and the Electronic Payment Transfer Agreement, as

set out in the Retailer Guide, set forth the terms and conditions for making

payments and providing remittance information electronically.

(d) The Retailer shall pay all amounts owed to the Company for any of the Electric

Distribution Services provided by the Company whether or not the Customer has

paid the Retailer.

(e) Failure to receive an invoice does not release a Retailer from the obligation to pay

the amount owing for any of the Electric Distribution Services provided by the

Company.

7.3 Late or Unpaid Bills

If a Retailer defaults or is late in paying charges, the Company will provide the Retailer

notice as required by Section 12 of the Distribution Tariff Regulation, A.R. 162/2003, and

will be entitled to draw on the credit facility of the Retailer if the Retailer's arrears are not

paid within three (3) Business Days after the date of the notice. The Company may also

discontinue or restrict Electric Distribution Service to the Retailer upon three (3) Business

days’ notice if, in its opinion, not doing so could impair its ability to use the Retailer’s

security for continuing arrears or amounts that have not been billed but are owed to the

Company. The Company may require an additional deposit to replace the funds drawn

down because of the default or late payment by the Retailer. The Company shall charge

a Late Payment Charge as set forth in the Schedule of Supplementary Service Charges.

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7.4 Adjustment of Bills

7.4.1 Billing Error

Should the Retailer dispute any amount owing, the Retailer shall nonetheless pay

such disputed amount and submit the dispute for resolution in accordance with

these Terms and Conditions.

For those Customers to which the RRO Regulation is applicable, where the

Company overcharges or undercharges on a bill as a result of a billing error

including, but not limited to, incorrect meter reads or any calculation, rate

application or clerical error, the Company shall render an adjusted bill, upon

resolution of the disputed amount, in accordance with the RRO Regulation, without

interest.

For those Customers to which the RRO Regulation is not applicable, where the

Company overcharges or undercharges on a bill as a result of a billing error

including, but not limited to, incorrect meter reads or any calculation, rate

application or clerical error, the Company shall render an adjusted bill, upon

resolution of the disputed amount, without interest, in accordance with the

following:

(a) If a Retailer is found to have been overcharged the Company will calculate

the amount of the overcharge and will refund the amount to the Retailer

forthwith;

(b) If a Retailer is found to have been undercharged the Company will bill the

Retailer for those billing periods during which a billing error occurred up to

a maximum of two (2) year immediately preceding the month in which the

billing error was discovered.

In circumstances where a billing dispute has been initiated by the Retailer and the

Company has been found not to be in error the Company may assess a Billing and

Meter Dispute fee to the Retailer as established in the Schedule of Supplementary

Service Charges.

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Whenever the Company renders an adjusted bill to the Retailer in the event of a

billing error, the Retailer shall be responsible for adjusting bills and issuing refunds

or credits as appropriate to the affected Customers.

7.4.2 Unauthorized Use

Where the Company determines that there has been unauthorized use of electric

service including, but not limited to, meter tampering, unauthorized connection or

reconnection, theft, fraud or the intentional or unintentional use of energy whereby

the Company is denied full compensation for Electric Distribution Services

provided, the Company will bill the Retailer for the Company's estimated wires

charges of such unauthorized use, including repairs of damage or reconstruction

of Company Facilities. Nothing in this section shall limit any other rights or

remedies that the Company may have in connection with such unauthorized use.

7.5 Cessation of Distribution Tariff charges relating to Oil and Gas Service

Notwithstanding anything to the contrary in these Retailer Terms and Conditions, if ATCO

Electric receives a request from the Regulated Rate Option Provider to cease applicable

Distribution Tariff charges for a Point of Service, ATCO Electric may, in its sole discretion,

cease such charges if:

(a) The electric service is provided to an oil and gas company located on Rural

Lands owned by a farm or residential customer;

(b) At the time that the service connection was originally provided, the service

connection was not requested or approved by, or on behalf of, the then-

registered owner of the Rural Lands;

(c) The Point of Service is for production energy requirements in the petroleum and

natural gas industries;

(d) The Regulated Rate Option Provider has requested that the Point of Service be

de-energized as a vacant premise for the purposes of AUC Rule 021; and

(e) The Regulated Rate Option Provider has advised ATCO Electric in writing that

the Regulated Rate Option Provider has conducted a reasonable level of due

diligence and determined there is no eligible customer at the Point of Service.

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Any cessation of Distribution Tariff charges made under this Section 7.5 shall be effective

only from the date that ATCO Electric determines, in its sole discretion, that all of the

criteria described in a) through e) above have been satisfied.

ATCO Electric has the right, but not the obligation, acting in its sole discretion, to perform

a salvage of Facilities located on Rural Lands at any time after cessation of Distribution

Tariff charges as described above.

ARTICLE 8 – ELECTRIC DISTRIBUTION SERVICE INTERRUPTION

8.1 Continuous Supply

The Company shall make all reasonable efforts to maintain a continuous electricity supply

to the Retailer's Customers, but the Company cannot guarantee an uninterrupted

electricity supply.

8.2 Interruption

Without liability of any kind to the Company, the Company shall have the right to

disconnect or otherwise curtail, interrupt or reduce service to the Retailer (and the

Retailer’s Customers):

(a) whenever the Company reasonably determines, or when the Company is directed

by the ISO, that such a disconnection, curtailment, interruption or reduction is

necessary to facilitate construction, installation, maintenance, repair, replacement

or inspection of any of the Company's Facilities;

(b) to maintain the safety and reliability of the Company's distribution system; or,

(c) due to any other reason related to dangerous or hazardous circumstances

including emergencies, forced outages, potential overloading of the Company's

distribution system or Force Majeure.

8.3 Reasonable Efforts

The Company shall use reasonable efforts to minimize any scheduled curtailment,

interruption or reduction to the extent reasonably practicable under the circumstances, to

provide the Customer with prior notification of any such curtailment, interruption or

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reduction to the extent reasonably practicable, and to resume Electric Distribution Service

as promptly as reasonably practicable.

ARTICLE 9 – DISCONTINUANCE OF ELECTRIC DISTRIBUTION SERVICE

This Article, as amended from time to time, specifies the processes for the transactions between

the Company and the Retailer in relation to de-enrollment (“de-select”) of a Site, which includes,

without limitation, the circumstances when a Retailer chooses not to arrange for Electric

Distribution Service to the Customer or when the Company discontinues Electric Distribution

Service to the Retailer as set forth in Section 9.2 herein. This section does not cover the

provisions under which a Customer requests its service to be salvaged.

9.1 Discontinuance by the Retailer

(a) To discontinue Electric Distribution Service, a Retailer shall complete and provide

to the Company a notice of de-select in the form and manner set out in the Retailer

Guide and in compliance with AUC Rule 021. Such notice shall clearly specify the

Retailer's reason(s) for seeking to de-select the Site (Customer).

(b) In accordance with Article 12 of these Terms and Conditions, the Company will

obtain meter reads from time to time. If the Company does not schedule an actual

read at the time of the de-select, the Company will estimate a meter read. At the

request of the Retailer or with the Retailer's consent, the Company shall obtain an

actual off-cycle meter read and assess a charge to the Retailer as set forth in the

Schedule of Supplementary Service Charges.

(c) The Company may reject the notice from the Retailer to de-select any Customer if

any information provided in the application, including the Customer Information,

provided by the Retailer is false, incomplete or inaccurate in any respect.

(d) The Retailer is responsible to ensure that its Customers are provided notice of the

de-select, and the consequences thereof, and that the Company will not be held

liable for any Customer disputes with the Retailer.

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(e) Upon receipt of a valid notice of de-select of Electric Distribution Service from a

Retailer in the form and manner set out in AUC Rule 021, the Company will accept

the de-select request of the Retailer and notify the Customer of the pending

transaction. If the Site is not enrolled by a replacement Retailer within the period

as set out in the Retailer Guide, the Company will notify the Default Retailer or the

Retailer for whom the Company has made arrangements to provide the regulated

rate tariff to enroll the Site.

(f) The Retailer shall remain responsible for Electricity Services to the Customer Site

until a replacement Retailer is appointed and in place for the Customer Site.

(g) The Retailer may revoke a notification to de-select a Customer Site as set out in

the Retailer Guide. The Company may assess a charge for processing a revoke

de-select under this section as set forth in the Schedule of Supplementary Service

Charges.

9.2 Discontinuance by the Company

The Company may discontinue or restrict Electric Distribution Service to the Retailer if any

of the following occur:

(a) the Retailer's license has been revoked by Alberta Government Services, or

(b) the Retailer has failed to meet its obligations under these Terms and Conditions or

the Retail Service Agreement with the Company, or

(c) the Retailer has failed to meet its credit requirements pursuant to Article 11.

Notification of discontinuance will be made electronically to the Retailer. The Company

will provide the Retailer ten (10) Business Days’ notice or such lesser notice period as

expressly set out in Articles 7.3 and 11.2(d) before the Company discontinues Electric

Distribution Service to the Retailer. Upon discontinuance of Electric Distribution Service

pursuant to this Article, the provisions of the affected service(s) will be assumed by the

Default Supplier for non-eligible Customers, and the person for whom the Company has

made arrangements to provide the regulated rate tariff for eligible Customers.

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ARTICLE 10 – SERVICE DISCONNECTS AND RECONNECT

This Article, as amended from time to time, specifies the processes for the transactions between

the Company and the Retailer in relation to the physical disconnect of a Point of Service. For

greater certainty, “disconnect” is synonymous with the term “de-energize” as that term is used in

AUC Rule 021.

10.1 Disconnection of Service

10.1.1 Disconnection by the Company

(a) The Company reserves the right to disconnect electric service to the

Customer in a number of circumstances, including but not limited to

non-payment of the Company bills or any past due charges by the

Customer; evidence of safety violations, energy theft or fraud by the

Customer; or the Customer failing to meet its obligations under the

Customer Terms and Conditions for Electric Distribution Service or any of

the terms of the Customer's Electric Service Agreement.

(b) If the disconnect is a result of a safety violation, the Company will reconnect

the service when the safety problem is resolved and when the Customer

has provided, or paid the Company’s costs of providing, such devices or

equipment as may be necessary to resolve such safety problem and to

prevent such damage, interference or disturbance. The Company may

also require proof of electrical permits or approvals prior to the service

being reconnected. The Company may also assess a reconnect charge to

the Retailer as set forth in the Schedule of Supplementary Service

Charges.

10.1.2 Disconnection at Request of Retailer

(a) In accordance with Section 105(1)(k) of the EUA, the Retailer shall have

the right to request that the Company disconnect service to a particular

Customer, and the Company shall comply with that request, unless such

action is inconsistent with the Company's approved policies contained in

Schedule B to these Terms and Conditions.

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(b) If a Retailer requests the Company to disconnect service to a particular

Customer for idle service, the Company reserves the right to charge the

Retailer the Customer's monthly idle service charges, as determined by

Price Schedule Option F, or any other applicable charges.

(c) The Retailer shall remain responsible for Electricity Services to the

Customer until a replacement Retailer has enrolled the Customer at the

Site.

(d) The Company reserves the right to assess charges to the Retailer to

disconnect service or attempts to disconnect service to a Customer as set

forth in the Schedule of Supplementary Service Charges.

(e) The Company will notify the Retailer if a disconnect request was not

successfully completed and will include the reason. The Retailer may then

re-issue a disconnect request acknowledging the associated risks. The

Company reserves the right to make the final determination on whether a

disconnection will be made in consideration of these risks.

(f) The Company reserves the right to request the Retailer to provide the

Customer’s contact name and phone number for the purpose of verifying

the disconnect request. In the event that, in the opinion of the Company,

the facility, its associated equipment or occupants may be adversely

affected by the disconnection the Company will not proceed with the

disconnection.

10.1.3 Disconnection at Request of Customer

In accordance with AUC Rule 021, any requests to disconnect service from a

Customer shall be made by the Customer’s Retailer. If the Customer notifies the

Company that the disconnect is short-term and required for reasons including but

not limited to equipment testing and inspection, the Company reserves the right to

complete the request for disconnect and subsequent reconnect. If the Company

determines the disconnect request falls under the provisions of idle service, the

Company will administer the request as per the disconnect and idle service

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provisions set out in the Customer Terms and Conditions for Electric Distribution

Service.

10.1.4 Permanent Disconnection

(a) If the Retailer requests the Service Connection to be permanently disconnected,

the Customer billing for that service will be finalized and the Customer may be

required to pay for any unrecovered investment made by the Company as set forth

in the Customer Terms and Conditions for Electric Distribution Service. At the

discretion of the Company, the Facilities provided by the Company will be removed

unless the Retailer agrees to pay the idle service charges as set forth in Sub-

section 10.1.2 or 10.1.3.

(b) If within three (3) years of permanent disconnection the Customer requests the

Service Connection be restored, the Customer must pay all the costs associated

with the original disconnection, removal of the Facilities and restoration of service

if they have not already done so.

10.2 Reconnect Service

Before reconnecting or restoring service to a particular Customer:

(a) the Retailer must provide the Company with sufficient notice to reconnect service;

(b) the Company reserves the right to assess a charge to the Retailer of the minimum

monthly charge for each month of disconnection, if the service was previously on

idle service as determined by Price Schedule Option F, and is reconnected within

12 months of disconnection, in accordance with the idle service provisions outlined

in the Customer Terms and Conditions for Electric Distribution Service;

(c) if the reason for the reconnect request is to resume Electric Distribution Service

after a Site was disconnected for Customer indebtedness to the Customer’s

Retailer, and the Customer on the reconnect request matches the Customer on

the original Cut-off for Non-Payment (CONP) disconnect request then the

Company will not reconnect until such time as a disconnect release is received by

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the Company from the Retailer that issued the disconnect request. Such release

shall be sent to the Company within 24 hours of the Retailer receiving payment;

(d) the Company reserves the right to assess a reconnection charge as set forth in the

Schedule of Supplementary Service Charges.

ARTICLE 11 – PRUDENTIAL REQUIREMENTS

In circumstances where the Retailer has multiple Retailer Identification numbers, the review,

setting, and maintaining of prudential requirements shall be based on the Retailer Business

Number level.

11.1 Setting of Prudential Requirements

(a) The Retailer, with the exception of the Retailer for whom the Company has made

arrangements to provide the regulated rate tariff, must fulfill the requirements as

set forth in this Article to the satisfaction of the Company before the Company will

provide Electric Distribution Service to that Retailer.

(b) Subject to review and reassessment of the Prudential Requirements of a Retailer

by the Company from time to time, a Retailer shall meet and maintain such

financial and other Prudential Requirements as set out in the Distribution Tariff

Regulation, A.R. 162/2003, as may be amended from time to time, to ensure that

the Retailer is and remains of sufficient financial standing to meet its ongoing

financial obligations.

(c) The Company will confirm the Credit Rating of the Retailer or person which

guarantees the financial obligation of the Retailer.

The minimum Credit Rating that will qualify a Retailer for a reduction in security or

allowing a person to provide an irrevocable guarantee of the Retailer’s financial

obligation will be in accordance with the requirements set out in the Distribution

Tariff Regulation, A.R. 162/2003, as may be amended from time to time.

If a Retailer has obtained more than one Credit Rating, the lowest Credit Rating

will be used in the assessment.

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(d) Subject to review and reassessment, the Company shall determine the amount of

the security reduction available for each Retailer, and the maximum amount of any

guarantee required from the person guaranteeing the financial obligations of the

Retailer, subject to Sections 8 and 9 of the Distribution Tariff Regulation, A.R.

162/2003, as may be amended from time to time. The Company shall notify the

Retailer of its security requirement within 20 (twenty) Business Days from the

receipt of the Retailer’s complete application for service.

(e) Subject to Section 9 of the Distribution Tariff Regulation, A.R. 162/2003, as may

be amended from time to time, the Retailer shall provide security in the manner

set out in the Retailer Guide, in the form of a cash deposit, an irrevocable letter of

credit from a Qualified Institution or an irrevocable guarantee. Notwithstanding the

definitions under these Terms and Conditions, the relationship between the

Retailer and the Company is a relationship of creditor and debtor, respectively.

Where the Retailer provides security in the form of a cash deposit, all right, title,

and interest is transferred absolutely; will vest in the Company free and clear of

any liens, claims, charges and encumbrances; and no security interest will be

created in the cash. An irrevocable guarantee may be provided from a Canadian

person, or person acceptable to the Company, other than the Retailer, with a

qualifying credit rating.

11.2 Maintaining Prudential Requirements

(a) If a Retailer’s actual outstanding charges under the Company’s Distribution Tariff

are materially greater than the value projected by the Retailer under Section 11.1

of these Terms and Conditions, the Company will update the projection and, if

additional security is required based on the updated projection, require the Retailer

to provide additional security within five (5) Business Days of the Company’s

request.

(b) The Company requires Retailers to report any downgrading of the Retailer’s Credit

Rating to the Company within two (2) Business Days of said Credit Rating

revisions, and must provide any additional security required as a result of the

downgrading within five (5) Business Days of the downgrading.

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(c) If a Retailer fails to pay any amount billed, subject to Section 7.3 of these Terms

and Conditions, the Retailer hereby grants to the Company a right to “Set-off” any

amounts payable by the Retailer with respect to any obligations of the Retailer to

the Company, or when the Retailer has provided security in the form of an

irrevocable letter of credit or irrevocable guarantee. The meaning of Set-off

includes offset, combination of accounts, the right of retention or withholding, or

similar right or requirement (whether arising under an agreement, applicable law

or otherwise), and, when used as a verb, the exercise of any such right or the

imposition of any such requirement. The Company will apply all or any portion of

that Retailer’s security to the unpaid amount. The Retailer will then be required to

replenish the security as outlined above.

(d) If the Retailer fails to maintain its prudential requirements in accordance with these

provisions outlined herein, the Company reserves the right to suspend the

provision of additional Electric Distribution Service to the Retailer, or discontinue

Electric Distribution Service entirely to the Retailer. The Company will provide the

Retailer notice of discontinuance three (3) Business Days before the Company

discontinues Electric Distribution Service to the Retailer.

Upon discontinuance of Electric Distribution Service pursuant to this Article, the

provisions of the affected service(s) will be assumed by the Default Supplier for

non-eligible Customers, and the person for whom the Company has made

arrangements to provide the regulated rate tariff for eligible Customers.

(e) A Retailer that is required to provide security in accordance with the Distribution

Tariff Regulation, A.R. 162/2003, as amended from time to time, and these Terms

and Conditions must maintain that amount of security until all obligations of the

Retailer under the Company's Distribution Tariff are satisfied. A Retailer who

provides security other than by means of a cash deposit held by the Company,

must either ensure that its security has no expiry date and cannot be terminated,

or must at all times ensure that its security is automatically extended from year to

year, for successive periods of a minimum of one year each from any expiration

date thereof, unless the Company is notified in writing by prepaid registered mail

not less than 30 days prior to any expiration date that the security will not be

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renewed for any such additional period ("Notice of Non-Renewal"). A Retailer who

provides security other than by means of a cash deposit held by the Company,

must ensure that its security is executable from an intermediary bank branch or

office with a drawing location in Calgary, Alberta.

(f) Upon receipt of a Notice of Non-Renewal, the Company shall provide notice of

same in writing to the Retailer advising that the Retailer's failure to provide the

Company with alternate security meeting the requirements set out in the

Distribution Tariff Regulation, A.R. 162/2003, within 3 business days after the date

of the notice shall be a breach of the Retailer's obligation to maintain its security in

accordance with s.11 of the Distribution Tariff Regulation, A.R. 162/2003, and an

event of default under Article 14.1(d) of these Terms and Conditions. If after 3

business days the Company is not in receipt of such alternate security, the full

amount of the Retailer's security determined in accordance with sections 8 and 9

of the Distribution Tariff Regulation shall become due and payable to the Company

and the Company shall be entitled to make demand or claim against the Retailer's

security in accordance with Article 14.3.

(g) In the event of a default by a Retailer, the Company is entitled to recover any costs

not covered by the security posted by the Retailer through the Company’s

Distribution Tariff, in accordance with the Distribution Tariff Regulation, A.R.

162/2003, as may be amended from time to time.

11.3 Confidentiality

All information provided by the Retailer in relation to its financial standing and designated

by the Retailer as confidential will be treated as such under the Confidentiality Agreement

between the Retailer and the Company. The terms and conditions of the Confidentiality

Agreement are set out in the Retailer Guide.

11.4 Costs

All costs associated with obtaining financial security and meeting prudential requirements

under this section are the responsibility of the Retailer.

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11.5 Interest on Security Deposits

Interest on each Retailer's cash security deposit held by the Company will be calculated

at the rate specified from time to time in The Residential Tenancies Act S.A. 2004, C.R-

17.1 or as otherwise stipulated in any contractual arrangements between the Retailer and

the Company. Interest will be paid to the Retailer annually.

11.6 Letter of Credit Default

Letter of Credit Default shall mean, with respect to an outstanding letter of credit, the

occurrence of any of the following events:

(1) The issuer of the letter of credit ceases to be a Qualified Institution;

(2) The issuer of the Letter of Credit fails to comply with or perform its obligations

under such letter of credit and such failure continues after the lapse of any

applicable grace period;

(3) The issuer of such letter of credit disaffirms, disclaims, repudiates or rejects, in

whole or in part, or challenges the validity of such letter of credit;

(4) The letter of credit expires, terminates, or ceases to be in full force and effect at

any time; or

(5) Any party related to the issuance of such letter of credit or credit support provider

is dissolved, becomes insolvent or is unable to pay its debts, or fails or admits in

writing its inability generally to pay its debts as they become due, makes a general

assignment, arrangement or composition with or for the benefit of its creditors, files

a petition for itself or a petition is filed by a 3rd party under the Bankruptcy and

Insolvency Act of Canada, the Companies’ Creditors Arrangement Act, or similar

acts of other forbearing jurisdictions

ARTICLE 12 – METERING

12.1 Provision and Ownership

The meters used by the Company to assess the level of Electric Distribution Service

charges to the Retailer will be the same meters used to provide Customer billing

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information to the Retailer. The Company will provide, install and seal all meters for each

Point of Service of a Customer of the Retailer in accordance with the Customer Terms

and Conditions for Electric Distribution Service. Interval meters shall be installed for a

Customer who has a connected load exceeding 500 kW or as required by the Micro-

Generation Regulation, A.R. 27/2008, as amended from time to time. A Customer

requesting an interval meter outside of these conditions will be assessed the charges

indicated in of the Schedule of Supplementary Service Charges. Each meter shall remain

the property of the Company.

12.2 Meter Reading

(a) Billing will be based on meter readings made by the Company from time to time or

on estimates for those billing periods when the meter is not read. The Company

reserves the right to assess a charge to the Retailer, as set forth in the Schedule

of Supplementary Service Charges, for additional reads above the Company's

standard practices.

(b) For small general service Customers whose load requirements are small,

consistent, and can be accurately predicted, the billing demand and energy may

be determined, at the sole discretion of the Company, by methods such as but not

limited to, the nameplate rating of the Customer’s equipment rather than being

metered.

12.3 Changes to Metering Equipment

(a) Should a Retailer request or consent to a Customer request for new metering

equipment beyond the basic service, the Company shall provide, install, test and

maintain the required metering equipment. The metering equipment must be

requested or consented to in writing by the Retailer and meet the Company's

requirements. The Retailer shall bear the cost of providing and installing the

metering equipment, and ongoing operating costs as set forth in the Schedule of

Supplementary Service Charges. For changes to metering equipment on primary

distribution voltage levels, the cost of providing, installing, and the ongoing

operating costs will be determined on a case by case basis.

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The metering equipment shall become the property of the Company and will be

maintained by the Company. The Company shall complete installation of the

metering equipment within thirty (30) days of delivery from the supplier. The

Company shall bill the Retailer upon installation, and the Retailer shall pay the

Company in full within eleven (11) Business Days of receipt thereof. If payment is

not received within eleven (11) Business Days, the Company shall charge a Late

Payment Charge as set forth in the Schedule of Supplementary Service Charges.

(b) Should a Retailer request or consent to a Customer request to return the metering

equipment to its previous basic form, the Retailer shall bear the cost of removal

and installation of the metering equipment.

(c) At the request by the Retailer, or with the Retailer's consent, the Company may

provide other metering services, above standard metering service, in its discretion,

acting reasonably, and may charge separate fees for such service.

12.4 Meter Test and Adjustments

(a) The Company may inspect and test a meter at any reasonable time. At the request

of a Retailer, the Company shall arrange for on-site meter verification and if

necessary, shall arrange for a meter to be tested by an official designated for that

purpose by Measurement Canada or accredited agency as may, from time to time,

be designated for this purpose.

(b) If a test determines that the meter is not accurate within the limits set by

government standards, the meter data will be adjusted back to the time that the

error can reasonably be determined to have commenced.

Where it is impossible to determine when the error commenced, it shall be deemed

to have commenced three (3) months before the test or the date of the meter

installation, whichever occurred later, in accordance with the Electricity and Gas

Inspection Act, R.S.C., 1985, C.E-4. The Company shall not be liable to the

Customer or Retailer for any additional costs that are associated with such

metering or meter reading errors.

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(c) The Company reserves the right to assess a charge to the Retailer for a meter test,

in circumstances where the Company has not been responsible for any metering

error, as set forth in the Schedule of Supplementary Service Charges. This charge

does not apply to circumstances when the tested meter is not accurate within

parameters set by Measurement Canada.

ARTICLE 13 – LOAD SETTLEMENT

13.1 Request for Additional Information

A Retailer may request additional settlement information above the basic service

provisions specified in AUC Rule 021 or information previously provided by the Company

providing:

(a) the Retailer provides a written request to the Company outlining the purpose for

the additional settlement information; and

(b) the additional settlement information applies only to the Customers of the Retailer.

Upon satisfaction of the above requirements, the Company will advise the Retailer in a

written proposal of the type of work, time of delivery and charges necessary to provide the

additional settlement information to the Retailer.

13.2 Liability

The Company shall not be liable to any person for any damages, cost, expense, injury,

loss or other liability of any kind whatsoever, or however caused, resulting directly or

indirectly from its good faith performance of its responsibilities under the provision of this

article. No express or implied warranties of any kind shall apply to information or services

provided by the Company to any person as part of such good faith performance, including

without limitation implied warranties of fitness for a particular purpose.

ARTICLE 14 – DEFAULT

14.1 Events of Default

An event of default under these Terms and Conditions and the Retail Service Agreement

will occur if either the Company or the Retailer (“Defaulting Party”):

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(a) is the subject of a bankruptcy, insolvency or similar proceeding;

(b) makes an assignment for the benefit of its creditors;

(c) applies for, seeks, consents to, or acquiesces in the appointment of a receiver,

custodian, trustee, liquidator or similar official to manage all or a substantial portion

of its assets;

(d) is de-certified by the ISO; or

(e) fails to pay the other party (“Non-Defaulting Party”) when payment is due, or to

satisfy any other material obligation under these Terms and Conditions or the

Retail Service Agreement including, without limiting the generality of the foregoing,

fulfilling the prudential requirements as set forth in Article 11, in accordance with

these Terms and Conditions, and fails to remedy the failure or satisfy the

obligation, as the case may be, within three (3) Business Days after receipt of

written notice thereof from the Non-Defaulting Party.

14.2 Rights Upon Default

In an event of default, the Non-Defaulting Party shall, subject to these Terms and

Conditions and any applicable regulatory requirements, be entitled to pursue any and all

available legal and equitable remedies and terminate the Retail Service Agreement

without any liability or responsibility whatsoever, except for obligations arising prior to the

date of termination. The non-defaulting party shall provide written notice to the defaulting

party of its intention to terminate Electric Distribution Service hereunder.

14.3 Recourse to Security Upon Retailer Default

In addition to any other rights and remedies set out herein, in an event of default by the

Retailer, other than a default in payment addressed under section 12 of the Distribution

Tariff Regulation, the full amount of the Retailer's security determined in accordance with

sections 8 and 9 of the Distribution Tariff Regulation shall become due and payable to the

Company and the Company shall be entitled to make demand or claim against the

Retailer's security for the full amount secured thereunder. All funds received by the

Company in respect of such claim shall be retained by the Company and applied against

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the Retailer's obligations hereunder until such time as all of the Retailer's obligations have

been determined and satisfied. Any balance remaining after satisfaction of the Retailer's

obligations shall be returned to the issuing party of the security for the benefit of the

Retailer.

ARTICLE 15 – LIABILITY AND INDEMNITY

15.1 Indemnity

(a) Each party (as applicable, the "Indemnitor) will indemnify and hold harmless the

other party and its directors, officers, employees, agents and representatives

("Indemnitee(s)") from and against any direct damages, injuries, losses and other

liabilities claimed against the Indemnitee or any of them, and all related costs and

expenses (including reasonable legal fees) suffered or incurred by any of them in

relation to any claims, cause of action, action, suit or proceeding by a third party

("Claim") which arises from damage to property or injury to or death of persons

resulting from the Indemnitor's failure to perform its obligations under these Terms

and Conditions which failure is caused by the negligence or willful act of the

Indemnitor or any of its directors, officers, employees, agents or representatives

acting within the scope of their authority or employment. The indemnity under this

Section 15.1(a) will be limited to an amount in proportion to the degree to which

the Indemnitor or its directors, officers, employees, agents or representatives

acting within the scope of their authority or employment are at fault. For the

purpose of this Section 15.1(a) "willful act" means any act or omission which is an

intentional tort or an intentional breach of any obligations under these Terms and

Conditions.

(b) In the event that an Indemnitee is entitled to and desires to assert its right to

indemnification from an Indemnitor under this Section 15.1 such Indemnitee will

give the Indemnitor prompt notice of the Claim, which shall describe the Claim in

reasonable detail and shall indicate the estimated amount, if practicable, of the

indemnifiable loss that has been or may be sustained by the Indemnitee. The

failure to promptly notify the Indemnitor hereunder shall not relieve the Indemnitor

Page: 39




of its obligations hereunder, except to the extent that the Indemnitor is actually and

materially prejudiced by the failure to so notify promptly.

(c) Subject to Section 15.1(d) hereof, if the Indemnitor delivers to the Indemnitee a

written acknowledgement of its unconditional and irrevocable obligation to

indemnify the Indemnitee under Section 15.1(a) in respect of:

(1) all of the damages, injuries, losses, liabilities, costs and expenses that may

be claimed against, or suffered or incurred by, the Indemnitee in respect of

the Claim within ten (10) days following the Indemnitor's receipt of the

Indemnitee's notice of such Claim and if the existence of such obligation to

indemnify is made known by the Indemnitor to the third party claimant (and,

if applicable, to the court or other tribunal determining the Claim), the

Indemnitee shall make available to the Indemnitor all information in its

possession or to which it has access, other than information that has been

designated as confidential by the provider of such information, which is or

may be relevant to the particular Claim and the Indemnitor shall be entitled,

at its option, to take carriage of the defense of the Claim by its own counsel

and, if it elects to do so, the Indemnitee shall cooperate with the Indemnitor

to the fullest reasonable extent in the defense, settlement or compromise

of the Claim; or

(2) some, but less than all, of the damages, injuries, losses, liabilities, costs

and expenses that may be claimed against, or suffered or incurred by, the

Indemnitee in respect of the Claim within ten (10) days following the

Indemnitor's receipt of the Indemnitee's notice of such Claim and if the

Indemnitee is of the opinion that the Indemnitor's interests are not in conflict

with its own, the Indemnitee shall make available to the Indemnitor all

information in its possession or to which it has access, other than

information that has been designated as confidential by the provider of

such information, which is or may be relevant to that portion of the Claim in

respect of which the Indemnitor has an obligation to indemnify the

Indemnitee and consult with the Indemnitor in respect thereof.

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The Indemnitee shall not make any admission of the liability regarding, or

settle or compromise, that portion of the Claim in respect of which the

Indemnitor has acknowledged its obligation to indemnify the Indemnitee

without the written consent of the Indemnitor, which consent shall not be

unreasonably withheld.

(d) The provisions of Section 15.1(a) hereof shall not apply in respect of any Claim to

which the Indemnitor is, or may reasonably be expected to be, a party and where

the Indemnitee is asserting legal defenses in relation to the Claim that conflict with

legal defenses being asserted by the Indemnitor.

(e) Except to the extent to which either party is required to indemnify the other party

(and those other persons specified in this Article 15) by the express terms of Article

15, neither party, nor its directors, officers, agents, employees, and

representatives, will be liable to the other party for any damages, costs, expenses,

injuries, losses, or liabilities suffered or incurred by the other party, its directors,

officers, employees, agents and representatives howsoever and whenever

caused, and each party, for itself and as agent for its directors, officers, agents,

employees and representatives hereby forever release the other party, its

directors, officers, agents, employees and representatives from any liability or

obligation in respect thereof. For greater certainty, neither party shall be limited in

a claim against the other for specific performance or other equitable relief in

relation thereto, or direct damages only and related costs and expenses (including

reasonable legal fees), arising from a breach of these Terms and Conditions.

15.2 Consequential Loss

Notwithstanding anything to the contrary contained in these Terms and Conditions, neither

party will be liable to the other party, and Company shall not be liable to the Customer with

respect to matters for which Retailer is acting as agent for the Customer, for any damage,

cost, expense, injury, loss or other liability of an indirect, special or consequential nature

suffered by the other party or claimed by any third party against the other party which

arises due to such party's failure to perform its obligations under these Terms and

Conditions or for any other reason (including negligence on its part or on the part of any

Page: 41




person for whose acts it is responsible), howsoever and whensoever caused, and whether

arising in contract, negligence or other tort liability, strict liability or otherwise; and without

limiting the generality of the foregoing, damage, injury or loss of an indirect or

consequential nature shall include loss of revenue, loss of profits, loss of production, loss

of earnings, loss of contract, cost of purchased or replacement capacity and energy, cost

of capital and loss of the use of any facilities or property owned, operated, leased or used

by the other party.

15.3 Release

Subject to Sections 15.1 and 15.2, none of the Company, its directors, officers, agents,

employees and representatives, (“Company Parties”), will be liable to the Customer, its

directors, officers, agents, employees and representatives (“Customer Parties”) for any

damages, costs, expenses, injuries, losses, or liabilities suffered or incurred by the

Customer Parties or any of them, howsoever and whensoever caused, and each

Customer Party hereby forever releases each of the Company Parties from any liability or

obligation in respect thereof.

15.4 The Company Not Liable to Customer

For greater certainty, the Company shall not be liable to a Customer Party for any

damages of any kind:

a) caused by or arising from any of the Company Party’s conduct in compliance

with or in breach of, or as permitted by, these Terms and Conditions, the

Customer Terms and Conditions for Electric Distribution Service, Electric

Service Agreement or other agreement with the Customer, or any contractual,

legal or regulatory requirements related to service provided to Retailers;

b) caused to the Customer and arising from any failure of a Retailer to comply

with the Retailer Terms and Conditions for Electric Distribution Service, any

agreement with the Company relating to Electric Distribution Services or for

any damages caused by or arising from equipment installed or actions taken

by a Retailer;

Page: 42




c) caused by or arising from a Retailer’s failure to perform any commitment to the

Customer, including but not limited to the Retailer’s obligation, including its

obligation under Part 8 of the Act, to provide Retail Electricity Services

including Electric Distribution Service to the Customer; or

d) caused by or resulting from any acts, omissions or representations made by a

Retailer in connection with soliciting Customers for Electric Distribution Service

or performing any of the Retailer’s functions in providing Retail Electricity

Services to Customers.

ARTICLE 16 – FORCE MAJEURE

16.1 Force Majeure Relief

The Company or Retailer, as the case may be, is relieved of its obligations hereunder,

and shall not be liable for any failure to perform any term of these Terms and Conditions

to the extent that and when such failure is due to, or is a consequence of, any event of

Force Majeure.

16.2 Exclusions

Notwithstanding the definition of Force Majeure, lack of funds shall not be an event of

force majeure.

16.3 Notice

The party claiming relief from liability under the provisions of this Article 16 shall promptly

give the other party notice of the force majeure including full particulars thereof and shall

promptly give the other party notice when the force majeure event ceases to prevent

performance pursuant to these Terms and Conditions.

16.4 Obligation to Remedy

The party claiming relief from liability under the provisions of this Article 16 shall promptly

remedy the cause and effect of the force majeure insofar as it is reasonably able to do so.

16.5 Strikes and Lockouts

Page: 43




Notwithstanding any other provision of these Terms and Conditions the settlement of any

strike, lockout or other industrial disturbance shall be wholly in the discretion of the party

claiming relief from liability and such party may settle such strike, lockout or industrial

disturbance at such time and on such terms and conditions as it may deem appropriate

and no failure or delay in settling such strike, lockout or industrial disturbance shall

constitute a cause or event within the control of such party or deprive such party of the

benefits of this Article 16.

ARTICLE 17 – DISPUTE RESOLUTION

17.1 Resolution by Company and Retailer

If any dispute between the Company and a Retailer arises at any time in connection with

these Terms and Conditions, the Company and the Retailer acting reasonably and in good

faith, shall use all reasonable efforts to resolve the dispute as soon as possible in an

amicable manner. If the dispute cannot be otherwise resolved pursuant to this Article 17,

the chief executive officers of the Company and the Retailer shall meet to attempt to

resolve the dispute.

17.2 Resolution by Arbitration

If any dispute has not been resolved pursuant to Section 17.1 hereof within thirty (30) days

after notice from the Company or the Retailer to the other of its desire to have the dispute

resolved, then the dispute shall be resolved pursuant to Sections 17.3 to 17.11 hereof.

The Company and the Retailer shall abide by the terms of any award rendered by the

arbitrator(s) appointed hereunder without delay.

17.3 Arbitrators

All disputes or differences between the Company and a Retailer in connection with these

Terms and Conditions shall be referred (unless the Company and the Retailer concur in

the appointment of a single arbitrator) to a board of arbitrators consisting of one (1)

arbitrator to be appointed by each of the Company and the Retailer who shall, by

instrument in writing, appoint a third arbitrator immediately after they are themselves

appointed. Notwithstanding the foregoing, any disputed matters between the Company

and a Retailer relating to an order or direction made or approved by the Commission or

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falling within the exclusive jurisdiction of the Commission, shall be referred to the

Commission for resolution.

17.4 Failure to Concur

The Company and a Retailer shall be deemed to have failed to concur in the appointment

of a single arbitrator if such an arbitrator shall not have been appointed within fifteen (15)

days after the serving by either the Company or the Retailer on the other of notice

requesting it to concur in the appointment of such an arbitrator.

17.5 Refusal to Appoint an Arbitrator

If either the Company or the Retailer shall neglect or refuse to appoint an arbitrator within

fifteen (15) days after the other party (provided such other party has appointed its

arbitrator) has served the Company or the Retailer, as the case may be, with notice to

make the appointment, the party who has appointed its arbitrator shall be entitled to apply,

upon notice to the other party, to a Justice of the Court of Queen's Bench of Alberta to

appoint an arbitrator for the party in default.

17.6 Failure to Appoint a Third Arbitrator

If the arbitrators appointed by the Company and the Retailer have not, within fifteen (15)

days after their appointment or the appointment of the arbitrator last appointed, as the

case may be, appointed a third arbitrator, either the Company or the Retailer shall be

entitled to apply upon notice to the other party to a Justice of the Court of Queen's Bench

of Alberta to appoint such an arbitrator.

17.7 Technical Competence

Any arbitrator appointed under the provisions of this clause whether by concurrence of the

Company and the Retailer, by either party, by the arbitrators, or by a Justice of the Court

of Queen's Bench of Alberta shall, in the opinion of the persons making such appointment,

be possessed of such technical or other qualifications as may be reasonably necessary

to enable him to properly adjudicate upon the dispute or difference.

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17.8 Compensation of Arbitrators

Each party shall be responsible for the costs of the arbitrator appointed by it hereunder.

The costs of the third arbitrator shall be divided evenly between the parties.

17.9 Application of the Arbitration Act (Alberta)

Except as herein modified, the provisions of the Arbitration Act, R.S.A. 2000, c. A-43, as

amended from time to time, shall apply to any arbitration proceeding.

17.10 Decisions Binding

A decision of the single arbitrator or the majority of the three arbitrators named or

appointed shall be final and binding upon each of the parties to the dispute or difference.

17.11 Continuity of Service

All performance required under these Terms and Conditions by the Company and the

Retailer and payment therefore shall continue during the dispute resolution proceedings

contemplated by this Article 17, provided that in the case of any such proceedings

pertaining to amounts payable under these Terms and Conditions, any payments or

reimbursements required as a result of the proceedings shall be effective as of a date to

be determined in such proceedings and interest shall be paid thereon by the party required

to make the payment or reimbursement on the amount thereof at the rate specified from

time to time in The Residential Tenancies Act S.A. 2004, C.R-17.1 or as otherwise

stipulated in any contractual arrangements between the Retailer and the Company.

ARTICLE 18 – MISCELLANEOUS

18.1 Independent System Operator or Transmission Facility Owner Requirements

Retailers and Customers acknowledge and agree that the Company is bound by all

operating instructions, policies and procedures of the Independent System Operator

and Transmission Facility Owners which are needed to maintain the integrity of

Alberta’s interconnected electric system. Each Retailer and Customer acknowledges

and agrees that they will cooperate with the Company so that the Company will be in

compliance with all such operating instructions, policies and procedures which include,

but are not limited to, those operating instructions, policies and procedures pertaining

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to minimum and maximum generation emergencies, and supply voltage reduction or

full interruption of Customer load by either manual or automatic means.

18.2 Compliance with Applicable Legal Authorities

The Company and the Retailer are subject to, and shall comply with, all existing or future

applicable federal, provincial and local laws, all existing or future orders or other actions

of the ISO or of governmental authorities having applicable jurisdiction. The Company will

not violate, directly or indirectly, or become a party to a violation of any requirement of the

ISO or any applicable federal, provincial or local statute, regulation, bylaw, rule or order in

order to provide Electric Distribution Service to the Retailer (or a Customer of the Retailer).

The Company’s obligation to provide Electric Distribution Service is subject to the

condition that all requisite governmental and regulatory approvals for the provision of such

Electric Distribution Service will have been obtained and will be maintained in force during

such period of Electric Distribution Service.

18.3 No Assignment

Neither the Company nor the Retailer shall assign any of its rights or obligations under

these Terms and Conditions or the Retail Service Agreement without obtaining (a) any

necessary regulatory approval(s); and (b) the prior written consent of the non-assigning

party, which consent shall not be unreasonably withheld. No assignment shall relieve the

assigning party of any of its obligations under these Terms and Conditions or the

Retail Service Agreement until such obligations have been assumed by the assignee. Any

assignment in violation of this Section shall be void. However, the Company may assign

any or all of its rights and obligations under these Terms and Conditions and the Retail

Service Agreement, without the Retailer’s consent, to any entity succeeding to all or

substantially all of the assets of the Company, if the assignee agrees, in writing, to be

bound by all of the terms and conditions hereof and if any necessary regulatory approvals

are obtained.

18.4 No Waiver

The failure of either party to insist on any one or more instances upon strict performance

of any provisions of these Terms and Conditions or a Retail Service Agreement, or to take

advantage of any of its rights hereunder, shall not be construed as a waiver of any such

Page: 47




provisions or the relinquishment of any such right or any other right hereunder, which shall

remain in full force and effect. No term or condition of these Terms and Conditions or a

Retail Service Agreement shall be deemed to have been waived and no breach excused

unless such waiver or consent to excuse is in writing and signed by the party claimed to

have waived or consented to excuse.

18.5 Law

These Terms and Conditions and the Retail Service Agreement between the Company

and the Retailer shall be governed by the laws of the Province of Alberta and the federal

laws of Canada applicable in the Province of Alberta, without regard to principles of

conflicts of law. Any lawsuit arising in connection with these Terms and Conditions and

the Retail Service Agreement shall be brought in the courts of the Province of Alberta.

18.6 Invalidity of Contractual Provisions

If any provision of the Terms and Conditions or any other agreement with the Company

is to any extent held invalid or unenforceable, the remainder of the Terms and

Conditions or the agreement, as the case may be, and the application thereof, other

than those provisions which have been held invalid or unenforceable, shall not be

affected and shall continue in full force and effect and shall be enforceable to the fullest

extent permitted by law or in equity.

ARTICLE 19 – NOTICE

Unless otherwise stated herein, all notices, demands or requests required or permitted

under these Terms and Conditions or a Retail Service Agreement shall be in writing and

shall be personally delivered or sent by courier-service or electronic mail addressed as

follows:

(a) If to the Retailer, to the address and the addressee set out in the Retail Service

Agreement between the Retailer and the Company.

(b) If to the Company to: ATCO Electric Ltd.

10035 - 105 Street, Edmonton, Alberta, T5J 2V6

Attention: Manager, Customer Care and Billing

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Email: [email protected]

Notice received after the close of the Business Day shall be deemed received on the next

Business Day.

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SCHEDULE A – RETAIL SERVICE AGREEMENT

MEMORANDUM OF AGREEMENT made the (day) of (month), (year)

BETWEEN: (RETAILER NAME)

(address)

Retailer Business Number: ____________

(hereinafter called the "Retailer")

- and -

ATCO ELECTRIC LTD., a body corporate with its Head Office in the City

of Edmonton in the Province of Alberta ("ATCO Electric" or "Company")

WHEREAS the Retailer has requested the Company to provide the Retailer with Electric

Distribution Service for the purpose of serving its electricity customer(s) ("the Customer"):

The Retailer and the Company agree as follows:

1. The Retailer is solely responsible for the provision of accurate and timely Customer Information to the

Company. The Retailer agrees to provide the following information by electronic form to the Company,

and represents and warrants that such information is true and accurate:

(a) Retailer Identification No(s).: Refer to Appendix A

(b) Customer Information, in a form acceptable to the Company, for each Customer of the

Retailer:

Should any of the above Customer Information change during the term of this Retail Service

Agreement, the Retailer shall advise the Company of the change, by electronic means, as soon as is

reasonably practicable in the circumstance, and in any event within five (5) Business Days of the

Retailer becoming aware of the change.

2. This Retail Service Agreement is subject to the ATCO Electric Ltd. – Retailer Terms and Conditions for

Electric Distribution Service ("Terms and Conditions"), as amended from time to time, which are

approved by the Alberta Utilities Commission ("AUC").

3. The Retailer acknowledges that it has been offered a copy of ATCO Electric's Terms and Conditions,

has reviewed and understands these Terms and Conditions and agrees to be bound by them, and any

amendments thereto, in all transactions with ATCO Electric or its Customers.

4. No person, whether an employee or agent of ATCO Electric or otherwise, can agree to change, alter,

vary or waive any provision of the Terms and Conditions without the express approval of the AUC.

5. The Retailer acknowledges that it has been offered a copy of ATCO Electric's Retailer Guide and is

aware of the policies and business practices of the Company detailed therein.

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6. This Retail Service Agreement shall be effective on the date first noted herein, and thereafter shall

remain in effect until terminated by either party in accordance with Article 9 or Article 10, as applicable,

of the Terms and Conditions; or for the reasons set out in Article 14 of the Terms and Conditions.

7. The Retailer understands and agrees that the Electric Distribution Service provided hereunder is

provided solely for the Retailer's use at the locations and for the Customers identified to the Company

in accordance with paragraph 1 hereof. The Retailer shall not use the Electric Distribution Service

provided by the Company for any other purpose.

8. If the Retailer, at any time, becomes aware that any Customer is using the service(s) provided by the

Retailer or the Company in a manner which is inconsistent with the Terms and Conditions, which could

potentially create safety, health or environment concerns or damage the Company's Distribution

System or facilities, the Retailer shall immediately notify Company of such circumstances.

9. In providing service to its Customer, the Retailer shall not, in any way, damage or interfere with or

otherwise disturb, alter or tamper with the facilities of the Company. The Retailer shall notify the

Company immediately of any problem or defect relating to Company's facilities, which is discovered by

or brought to the attention of the Retailer.

10. The Retailer agrees to pay all rates, charges, invoices or fees levied or billed to it by the Company in

accordance with Article 7 of the Terms and Conditions.

11. The Retailer acknowledges, understands and agrees that the Company will not perform any billing or

collection activities on its behalf. The Retailer agrees to pay all amounts due and owing to the Company

in accordance with Article 7 of the Terms and Conditions, regardless of any billing or collection disputes

the Retailer may have with its Customer(s).

12. (a) The Retailer agrees to comply with the Company's Prudential Requirements established pursuant

to Article 11 of the Terms and Conditions and Section 8 and 9 of the Distribution Tariff Regulation, A.R.

162/2003, for purposes of enabling the Company to assess the Retailer's credit risk and required

security.

(b) The Company shall be entitled to access the financial security provided by the Retailer in

any event of default including late payment or default on any invoices or bills of the

Company, in accordance with Articles 7, 11, and 14 of the Terms and Conditions.

13. This Retail Service Agreement is subject to all applicable legislation, including the Electric Utilities Act

and the Regulations made thereunder, and all applicable orders, rulings, regulations and decisions of

the AUC or any other regulatory authority having jurisdiction over the Company or the matters

addressed herein.

14. This Retail Service Agreement shall enure to the benefit of and be binding and enforceable by the

parties hereto and their respective executors, administrators, successors and, where permitted,

assigns.

15. If any provision of this Retail Service Agreement, or the application thereof, is to any extent held invalid

or unenforceable, the remainder of this Retail Service Agreement and the application thereof, other

Page: 51




than those provisions which have been held invalid or unenforceable, shall not be affected and shall

continue in full force and effect and shall be enforceable to the fullest extent permitted by law or in

equity.

16. Neither Party may disclose any Confidential Information obtained pursuant to this Retailer Service

Agreement to any third Party, without the express prior written consent of the other Party. As used

herein, the term "Confidential Information" shall include all business, financial, and commercial

information pertaining to the Parties, Customers of either Party, suppliers for either Party, personnel of

either Party, any trade secrets and other information of a similar nature, whether written or otherwise

that is marked "proprietary" or "confidential" with the appropriate owner's name.

Notwithstanding the preceding, a receiving Party may disclose Confidential Information to any

governmental, judicial or regulatory authority requiring such Confidential Information pursuant to any

applicable law, regulation, ruling or order, providing that:

(a) such Confidential Information is submitted under any applicable provision, if any, for

confidential treatment by such governmental, judicial or regulatory authority; and

(b) prior to such disclosure, the other Party is given prompt notice of the disclosure

requirement so that it may take whatever action it deems appropriate, including intervention

in any proceeding and the seeking of any injunction to prohibit such disclosure.

17. All notices required hereunder shall be in writing and may be given personally, by facsimile or prepaid

registered mail addressed to the party for which the notice is intended to its address designated

hereunder or to such other address as may be substituted therefore from time to time.

The Retailer’s address for notice is: The Corporation’s address for notice is:

Retailer Name ATCO Electric Ltd.

Retailer Address 10035 – 105 Street

P.O. Box 2426

Edmonton, Alberta, T5J 2V6

Attention: Attention: Customer Care and Billing

Email: Email: [email protected]

IN WITNESS WHEREOF the Parties have executed this Agreement as of the day first above mentioned.

[RETAILER NAME] ATCO Electric Ltd.

Per:

Per:

Name:

Name:

Title:

Title:

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APPENDIX “A”

MEMORANDUM OF AGREEMENT made the (day) of (month), (year)

APPENDIX “A” to the Retail Service Agreement between <RETAILER NAME>, <RETAILER BUSINESS

NUMBER>, and ATCO Electric.

RETAILER IDENTIFICATION NUMBERS

The following Retailer Identification numbers have been assigned by the ISO to the Retailer noted above

as of the effective date noted herein:

(1)

(2)

(3)

The Retailer must notify the Company as promptly as reasonably practical of any additions or changes to

the Retailer Identification Numbers. This Appendix “A” supercedes the Appendix “A” made the (day) of

(month), (year).

[RETAILER NAME] ATCO Electric Ltd..

Per:

Per:

Name:

Name:

Title:

Title:

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SCHEDULE B – DISCONNECT CUSTOMER SITE

In accordance with Section 105(1)(k) of the Act a Retailer shall have the right to request that the

Company disconnect service to a particular Customer, and the Company shall comply with that

request. The Company's policy (as approved in these Terms and Conditions) with respect to

disconnecting Customers is set out below.

1. Where a Retailer requests the Company to disconnect a Customer for non-payment, the

Retailer shall provide to the Company updated Customer Information, the payment

amount the Retailer can accept in the event the Customer provides ability of payment, and

a direct phone number to the Retailer's collection department for circumstances when the

Customer is required to contact the Retailer immediately to resolve payment issues. The

Company will not assume any billing or collection obligations or responsibilities for or on

behalf of the Retailer.

2. Unless otherwise directed by the Retailer, the Company:

(a) will schedule a disconnect between 8 AM and 2 PM;

(b) will not disconnect on Friday, Saturday, Sunday, a legal holiday, or a day before a

legal holiday; and

(c) in certain remote areas where travel is difficult, will schedule the disconnect on one

day of the month.

3. In accordance with the Distribution Tariff Regulation, A.R. 162/2003, as may be amended

from time to time, the Company will not disconnect a residential or farm premise between

October 15 to April 15, or between April 16 to October 14 when the overnight temperature

is forecast to drop below zero (0) degree Celsius in the 24-hour period immediately

following the proposed disconnection within the ATCO Electric service area. Any

disconnection requests received from a Retailer during this period will be treated as a

failed disconnect attempt and administered under the Schedule of Supplementary Service

Charges.

4. The Company may not disconnect a premise if it houses elderly people or contains

medical equipment.

Page: 54




5. The Company will not disconnect a premise if the community at large or the occupant is

under bereavement.

6. A request to disconnect a Customer located in an REA or First Nation area may be

reviewed and discussed with the applicable REA Board, Band Council, or Metis

Settlement Council before the disconnect is undertaken.

7. The Retailer shall provide the Company and Customer with a written notice at least ten

(10) Business Days in advance of the proposed disconnect.

8. The Company will not disconnect if the Customer produces a receipt showing it has paid

the most current bill, or amount specified in part 1 of this Agreement, of the Retailer.

9. The Retailer shall remain responsible for Electricity Services to the Customer until a

replacement Retailer is appointed and in place for the Customer or until that Customer is

disconnected, whichever is earlier.

10. The Company will provide to a previous Retailer of Record at the Site the right to request

a disconnect for a period of 8 months since it last provided Electric Distribution Service at

the Site.

11. The Company may upon visiting the Site delay the disconnection until the Company is

satisfied that all conditions for disconnection are met. These may include, but are not

limited to:

(a) Customer Information does not match Customer Information provided by the

Retailer;

(b) Customer has payment in hand at the Site and is prepared to meet the payment

conditions set by the Retailer.

(c) Immediate danger may exist to the occupants or the Company’s representative.

retailer terms and conditions for electric …...article 19 – notice ... equipment, mechanical...

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